This publication discusses the general tax laws that apply to ordinary domestic corporations. It explains the tax law in plain language so it will be easier to understand. However, the information given does not cover every situation and is not intended to replace the law or change its meaning.

Note. This publication is not revised on an annual basis. To find changes that may affect current year returns, see the instructions for your income tax return for the current year; and Changes to Current Forms and Publications at www.irs.gov/formspubs.

We welcome your comments about this publication and your suggestions for future editions.

You can write to us at the following address:

Internal Revenue Service
Business, Exempt Organizations and International Forms and Publications Branch
SE:W:CAR:MP:T:B
1111 Constitution Ave. NW, IR-6526
Washington, DC 20224

We respond to many letters by telephone. Therefore, it would be helpful if you would include your daytime phone number, including the area code, in your correspondence.

You can email us at *taxforms@irs.gov (The asterisk must be included in the address). Please put "Publications Comment" on the subject line. You can also send us comments at www.irs.gov/formspubs/. Select "Comment on Tax Forms and Publications" under "Information about." Although we cannot respond individually to each comment, we do appreciate your feedback and will consider your comments as we revise our tax products.

If you have a tax question, visit IRS.gov or call 1-800-829-1040. We cannot answer tax questions at either of the addresses listed above.

Visit www.irs.gov/formspubs to download forms and publications, call 1-800-829-3676, or write to the National Distribution Center at the address shown under How to Get Tax Help, later in this publication.

A list of other forms and statements that a corporation may need to file is included at the end of this publication.

The rules you must use to determine whether a business is taxed as a corporation changed for businesses formed after 1996.

A business formed before 1997 and taxed as a corporation under the old rules will generally continue to be taxed as a corporation.

The following businesses formed after 1996 are taxed as corporations.

• A business formed under a federal or state law that refers to it as a corporation, body corporate, or body politic.
• A business formed under a state law that refers to it as a joint-stock company or joint-stock association.
• An insurance company.
• Certain banks.
• A business wholly owned by a state or local government.
• A business specifically required to be taxed as a corporation by the Internal Revenue Code (for example, certain publicly traded partnerships).
• Certain foreign businesses.
• Any other business that elects to be taxed as a corporation. For example, a limited liability company (LLC) can elect to be treated as an association taxable as a corporation by filing Form 8832, Entity Classification Election. For more information about LLCs, see Publication 3402, Taxation of Limited Liability Companies.

Some corporations may meet the qualifications for electing to be S corporations. For information on S corporations, see the instructions for Form 1120S, U.S. Income Tax Return for an S Corporation.

A corporation is a personal service corporation if it meets all of the following requirements.

1. Its principal activity during the "testing period" is performing personal services (defined later). Generally, the testing period for any tax year is the prior tax year. If the corporation has just been formed, the testing period begins on the first day of its tax year and ends on the earlier of:
   1. The last day of its tax year, or
   2. The last day of the calendar year in which its tax year begins.
2. Its employee-owners substantially perform the services in (1), above. This requirement is met if more than 20% of the corporation's compensation cost for its activities of performing personal services during the testing period is for personal services performed by employee-owners.
3. Its employee-owners own more than 10% of the fair market value of its outstanding stock on the last day of the testing period.

Personal services include any activity performed in the fields of accounting, actuarial science, architecture, consulting, engineering, health (including veterinary services), law, and the performing arts.

A person is an employee-owner of a personal service corporation if both of the following apply.

1. He or she is an employee of the corporation or performs personal services for, or on behalf of, the corporation (even if he or she is an independent contractor for other purposes) on any day of the testing period.
2. He or she owns any stock in the corporation at any time during the testing period.

For other rules that apply to personal service corporations see Accounting Periods, later.

A corporation is closely held if all of the following apply.

1. It is not a personal service corporation.
2. At any time during the last half of the tax year, more than 50% of the value of its outstanding stock is, directly or indirectly, owned by or for five or fewer individuals. "Individual" includes certain trusts and private foundations.

For the at-risk rules that apply to closely held corporations, see At-Risk Limits, later.